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Charter 

and 

By-Laws 

of the 

Philadelphia Museum of Art 




Philadelphia 
1957 






^-^^^ยป* 



Charter 

and 

By-Laws 

of the 

Philadelphia Museum of Art 




Philadelphia 
1957 



Incorporated by Decree of the 

Court of Common Pleas No. 3 

For the County of Philadelphia 

of December Term. 1875 No. 1041 

Charter Granted February 27, 1876 

Amended May 26, 1877, June 15, 1885, 

April 4, 1929, April 7, 1938 



Charter 

of the 

Philadelphia Museum of Art 



The name of the Corporation shall be ''PHILADELPHIA 
MUSEUM OF ART." 



II 

The purpose for which the Corporation is formed is to 
establish for the State of Pennsylvania, in the City of 
Philadelphia, a Museum of Art, in all its branches and 
technical application, and with a special view to the 
development of the Art and Textile Industries of the 
State to provide instruction in Drawing, Painting, 
Modelling, Designing, Weaving, Dyeing, etc., through 
practical schools, special libraries, and otherwise. 



Ill 

The business of the Corporation shall be transacted in 
the City of Philadelphia. 



IV 

The Corporation is to have perpetual succession. 



V 

The Corporation shall be managed by a Board of Trus- 
tees, who shall be chosen, at the time fixed, in number 
and in the manner prescribed by the By-Laws. 

VI* 

The Corporation shall be composed of persons who may 
become members upon such terms as the Trustees 
shall determine. The right of voting and transacting 
business and of service as a Trustee shall be confined 
to members, other than Honorary, who have contributed 
at least one thousand dollars at one time to the Corpora- 
tion and have been duly elected Benefactors, Patrons or 
Fellows by the Board of Trustees. 

VII 

The Trustees shall have power to grant degrees as may 
be authorized by the State Council of Education or its 
successor, and to make and adopt By-Laws, and the 
same to alter and amend, and make such regulations for 
the government and management of the Corporation as 
shall be deemed expedient, not inconsistent with the 
Constitution and Laws of the United States and of the 
Commonwealth of Pennsylvania. 



*The Trustees named in Article VI of the original Charter were 
"The Governor of the State, the Mayor of the City, John Welsh, 
William Bigler, John Sartain, George W. Childs, Thomas Dolan, 
G. Dawson Coleman, John Baird, William P. Pepper, John L. 
Shoemaker, Theodore Cuyler, James Hunter, Charles Piatt, Morton 
McMichael, Henry C. Gibson, William Pepper, M. D., Coleman 
Sellers, Chapman Riddle, James L. Claghorn, Thomas Cochran, 
Samuel Wagner, Jr." Of these gentlemen Morton McMichael, 
Theodore Cuyler and William Piatt Pepper were chosen by the 
others to subscribe as incorporators before the Recorder of 
Deeds. 



By-Laws 

of the 

Philadelphia Museum of Art 

I CLASSIFICATION OF MEMBERS 

1 Benefactors, who contribute or bequeath $25,000 
or more to the Corporation. 

2 Patrons, who contribute or bequeath $5,000 to the 
Corporation. 

3 Fellows, who contribute $1,000 at one time. 

4 Life Members, who contribute $500 at one time. 

5 Associates, who contribute $250 a year. 

6 Sustaining Members, who contribute $100 a year. 

7 Contributing Members, who contribute $25 a year. 

8 Annual Members, who contribute $10 a year. 

Any person may be elected Benefactor, Patron, Fellow 
or Life Member , who shall have made a gift to an amount 
requisite for admission to the respective class. A gift by 
an industrial firm or corporation of at least one thousand 



dollars at one time in the name of a person shall entitle 
such person to be elected to the class of membership to 
which the amount of such gift is requiste for admission. 
Any person may be elected Honorary Benefactor, Honor- 
ary Patron or Honorary Fellow who shall have made a 
loan of an important work of art or collection of a value 
equal to the gift of the corresponding class of members 
of the Corporation. 

Members in any of the above classes may be nominated 
and elected at the stated meetings of the Board of Trus- 
tees. Three-fourths of the votes cast shall be necessary 
to elect members. 

Benefactors, Patrons, Fellows and Life Members shall 
not be liable to annual dues. 

The dues of Members who pay annually shall be payable 
in advance. 

Members in arrears for one year shall be considered as 
having resigned and their names may be stricken from 
the list by the Board of Trustees. 

II TRUSTEES 

The Board of Trustees shall consist of not more than 
twenty-four members elected by the qualified members 
of the Corporation as hereinafter provided, the Governor 
of Pennsylvania, the Mayor of Philadelphia, the Presi- 
dent of the Philadelphia City Council and the President 
of the Commissioners of Fairmount Park, ex officiis. 
Of the Trustees elected by the Corporation one-third 
shall be chosen at each annual meeting to serve for three 
years to fill the places of those whose terms shall have 
then expired. 

At meetings of the Boaid of Trustees five members 
shall constitute a quorum. 

Any vacancy in their number may be filled by the Trus- 
tees at any meeting by appointment to serve until the 
next annual meeting of the Corporation. 

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Ill OFFICERS 

The officers of the Corporation shall be a President, two 
Vice-Presidents (all of whom shall be chosen from the 
Board of Trustees), a Treasurer and a Secretary (not 
necessarily members of that body). The office of the 
Treasurer and the Secretary may be held by the same 
person. In addition to these officers, the Board may, 
when it so desires, elect one of its members as Chair- 
man of the Board of Trustees. 

The officers shall be elected by ballot by the Trustees 
at their first meeting after the annual meeting of the 
Corporation and shall hold their offices for one year or 
until the election of their successors. 

Any vacancy among the officers may be filled by the 
Trustees at any meeting of the Board. 

The Chairman of the Board of Trustees shall preside at 
all meetings of the Board of Trustees and shall perform 
such executive duties as the Board shall direct. The 
President, in the event no Chairman has been elected or 
in the absence of the Chairman, shall preside at all 
meetings of the Board of Trustees. The President and 
the Chairman of the Board of Trustees shall be ex officio 
members of all Committees. In the absence of the Chair- 
man and of the President, a Vice-President or in the 
absence of both Vice-Presidents, one of the Trustees 
shall be chosen to preside. 

The Treasurer shall have charge ofthe funds, securities, 
and the evidences of title of the Corporation and shall 
deposit them in such institutions as the Board of Trus- 
tees shall from time to time direct. 

He shall keep accurate accounts of the receipts and ex- 
penditures during the year and shall at each stated meet- 
ing of the Trustees present a detailed statement of the 
same. He shall prepare an annual report of the financial 
condition of the Corporation, which shall have been audited 
by a licensed public accountant. He shall keep a register 
of the names and addresses of all the members of the 



Corporation. He shall attend to the collection of all dues 
and shall make such payments as may be ordered by the 
Board of Trustees. He shall give bond for the faithful 
performance of his duties in such form and amount as the 
Trustees may require. 

The Secretary shall attend all meetings of the Corpora- 
tion and of the Trustees and also any meeting of any 
Standing Committee when required. He shall send notice 
of meetings to each member at least two days before such 
meeting and shall keep a record of the proceedings. He 
shall have the custody of the seal of the Corporation and 
shall receive such annual compensation for his services 
as may be fixed by the Trustees. 

The Trustees shall appoint a Director of the Museum, 
a Dean of the Philadelphia Museum School of Art, and 
such other officers as may be necessary and shall define 
their respective duties and fix their compensations. 

IV COMMITTEES 

The Trustees shall in each year elect by ballot four of 
their members to serve as Chairmen of the following 
Standing Committees: Board of Governors of the Museum, 
Board of Governors of the Philadelphia Museum School of 
Art, Board of Governors of the Samuel S. Fleisher Art 
Memorial and a Committee on Finance. These chairmen 
shall appoint the other members oftheir respective com- 
mittees and fix the time and place of their meetings. 

Any member of the Corporation may be appointed to the 
Standing Committees. 

The Board of Governors of the Museum shall be com- 
posed of not more than thirty members, who shall have 
charge of all objects in the Museum and of their arrange- 
ment and exhibition. 

The Board of Governors of the Philadelphia Museum 
School of Art shall be composed of not more than thirty 
members who shall have charge of the conduct and 
management of the School. 

8 



The Board of Governors of the Samuel S. Fleisher Art 
Memorial shall be composed of not more than fifteen 
members who shall have charge of the conduct and 
management of the Samuel S. Fleisher Art Memorial. 

The Committee on Finance shall be composed of not 
more than seven members, four of whom shall consti- 
tute a quorum, who shall have charge of the funds of the 
Corporation for investment with power to invest and re- 
invest the same and who shall report at the succeeding 
meeting of the Board of Trustees on actions taken by the 
Committee. 

The Standing Committees shall make reports of their 
proceedings by minutes or otherwise at the stated meet- 
ings of the Board of Trustees. The Standing Committees 
shall prepare their respective budgets to be submitted to 
the Board of Trustees for approval or modification. 

Any member of any Standing Committee who shall have 
been absent from two successive meetings without suffi- 
cient reason given therefor, may, after due notice, be 
dropped from the Committee and another person ap- 
pointed to fill the vacancy. 

Any vacancy in the Standing Committee shall be filled by 
the Chairman of that Committee. 

There shall also be an Associate Committee of Women 
to assist the Board of Trustees in carrying out the aims 
and objects of the institution, in looking after the wel- 
fare of the students, in raising funds, and in perform- 
ing such other duties as may arise and be approved by 
the Trustees. 



V INDEBTEDNESS 

No contract involving an expenditure exceeding $500, ex- 
cept funds for investment or for pa5rment of specific 
items set forth in the budget recommendations from the 
respective Standing Committees and approved by the 
Board, shall be incurred except by authority of the Board 



of Trustees. The Board shall make such rules and regu- 
lations in regard to the method of paying bills as it 
shall, from time to time, determine. 

VI MEETINGS 

At all meetings of the Corporation the number of quali- 
fied members present in person or by proxy necessary 
to constitute a quorum for the transaction of business 
shall be ten, and at such meetings only Benefactors, Pat- 
rons and Fellows shall be entitled to vote, each having 
one vote which may be cast by person or by proxy. 

The annual meeting of the Corporation shall be held on 
the second Monday in June in each year , at such place and 
hour as the President shall determine. The annual re- 
ports of the Board of Trustees and of the Treasurer 
shall be submitted to such meeting and the election of 
Trustees to fill the places of those whose term of office 
expires and to fill any place made vacant during the year 
shall be held. 

The Board of Trustees so elected shall meet for organi- 
zation immediately after the annual meeting of the 
Corporation, or as soon thereafter as possible, and 
thereafter on such day or days in each month, except 
July, August and September, as may be from time to time 
determined by the Board. 

VII SPECIAL MEETINGS 

Special meetings of the Corporation shall be called at 
any time upon an order of the President, or upon the 
written demand of five qualified members, stating the 
object of the meeting. 

Special meetings of the Board of Trustees shall be called 
at any time upon an order of the President, or upon the 
written demand of three members thereof, stating the 
object of the meeting. 

Special meetings of the Standing Committees may be 
called by the President. 



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At special meetings no other subjects than those speci- 
fied in the written demand, which shall also be expressed 
in the notices, shall be considered. 

Vni ORDER OF BUSINESS 

At the annual meeting of the Corporation: 
Reading of the minutes 
Report of the Board of Trustees 
Report of the Treasurer 
Election of Trustees 

At the stated meetings of the Board of Trustees: 
Reading of the minutes 
Report of the President 
Report of the Treasurer 
Reports of Standing Committees 
Reports of Special Committees 
Deferred business 
Election of Corporation Members 
New business 

IX AMENDMENTS 

New By-Laws or amendments or repeal of any By-Laws 
or amendments of the Charter may be proposed at any 
stated meeting or special meeting of the Board of Trus- 
tees called for that purpose, and such new By-Laws, 
amendments, or repeal shall be submitted for adoption 
at a subsequent stated or special meeting of the Board 
of Trustees, provided that at least two weeks' notice of 
the proposed action shall be sent to each member of the 
Board of Trustees. And at such subsequent meeting the 
proposed new By-Laws, amendments or repeal may be 
adopted by a vote of three-fourths of the members of the 
Board present. 



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